Jupiter 8-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
June
16, 2005
Date
of
Report (Date of earliest event reported)
JUPITER
Global Holdings, Corp.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or
other jurisdiction of incorporation)
|
000-27233
|
98-0204736
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
62
West 8th Avenue, 4th Floor, Vancouver, British Columbia, Canada V5Y
1M7
(address
of principal executive offices) (Zip Code)
(604)
682-6541
(Registrants
telephone number, including area code)
Item
1.01
Entry into a Material Definitive Agreement.
On
December 28, 2004, the Company executed a joint venture agreement (the
“Agreement”) to develop a Voice Over Internet Protocol (VOIP) business called
VOXBOX. The joint venture agreement resulted in the formation of VOXBOX Telecom,
Inc. (the “Joint Venture”) where the Company acquired 50% of VOXBOX Telecom,
Inc.
On
June
16, 2005, the Company entered into a Memorandum of Understanding (“MOU”) between
the Company and Global Bancorp, Inc. concerning the restructuring of their
Joint
Venture.
Speaking
generally, as per the terms of the MOU, the Company restructured its holding
in
VOXBOX Telecom, Inc. with its Joint Venture partner Global Bancorp, Inc. whereas
the Company sold its holding in VOXBOX Telecom, Inc. to Global Bancorp, Inc.
for
a minority to stake in Global Bancorp, Inc. a (Global Bancorp, Inc. is now
called VOXBOX World Telecom, Inc. and trades its common stock on the Pink Sheets
under the ticker symbol VXBX)
On
June
16, 2005, the Company entered into a Stock Purchase Agreement, as per the terms
of the MOU, dated June 16, 2005 between the Company and Global Bancorp, Inc.,
the Company sold to Global Bancorp, Inc. its entire holding of 9200 shares
of
VOXBOX Telecom, Inc. and a Promissory Note of a face value of $420,000 owing
to
VOXBOX Telecom Inc. for 5,000,000 common shares of Global Bancorp, Inc. which
were valued at $50,000, and rights to purchase up to 50% of the issued and
outstanding common shares of Global Bancorp, Inc. up to June 16,
2008.
Included
in this Form 8-K are forward-looking statements. There can be no assurance
that
expectations reflected in such forward-looking statements will prove to be
correct. The Company's actual results could differ materially from those
anticipated in the forward-looking statements as a result of certain
factors.
Item
9.01
Exhibits.
|
Exhibit
No.
|
Description
|
| |
|
|
2.1
|
Memorandum
of Understanding dated June 16, 2005, by and between the Company
and
Global Bancorp, Inc.
|
| |
|
|
2.2
|
Stock
Purchase Agreement dated June 16, 2005, by and between the Company
and
Global Bancorp, Inc.
|
SIGNATURES
Pursuant
to
the requirements of the Securities Exchange Act of 1934,
the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
JUPITER
Global Holdings, Corp.
|
Date:
September 19, 2005
|
By:
/s/
Ray Hawkins
|
|
|
Ray Hawkins |
|
|
Chief
Executive Officer
|